FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * FERTITTA TILMAN J 2. Issuer Name and Ticker or Trading Symbol Golden Nugget Online Gaming, Inc. [ GNOG ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)
C/O GOLDEN NUGGET ONLINE GAMING, INC., 1510 WEST LOOP SOUTH
3. Date of Earliest Transaction (MM/DD/YYYY)
5/5/2022
(Street)
HOUSTON, TX 77027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock  5/5/2022    D    4223958  D  (1) 0  D   
Class B Common Stock  5/5/2022    D    31657545  D  (2)(3) 0  I  By Landry's Fertitta, LLC (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Landcadia HoldCo Class B Units   (2)(3) 5/5/2022    D        31657545    (2)(3)  (2)(3) Class A Common Stock  31657545   (2)(3) 0  I  By Landry's Fertitta, LLC (4)
Private Placement Warrants  $11.50  5/5/2022    D        2941667    (5)  (5) Class A Common Stock  2941667   (5) 0  D   

Explanation of Responses:
(1)  Mr. Fertitta disposed of these shares in exchange for approximately 13,194,082 shares of Class A common stock of DraftKings Inc. (formerly known as New Duke Holdco, Inc.) ("New DraftKings"), representing approximately 3% of the issued and outstanding shares of Class A common stock of New DraftKings ("New DraftKings Class A Common Stock") immediately after 12:01 a.m. EST on May 5, 2022, the effective time of the mergers (the "Effective Time") as contemplated by the Agreement and Plan of Merger, dated as of August 9, 2021 (the "Merger Agreement"), by and among the Issuer, New DraftKings and the other parties thereto (the "Mergers").
(2)  Pursuant to the terms of the Merger Agreement, immediately after the effective time of the Mergers, Landry's Fertitta, LLC ("LF LLC") contributed its 40.5% membership interest (the "LHGN Units") in LHGN HoldCo, LLC ("LHGN LLC") to New DraftKings (the "Contribution") in exchange for that number of shares of New DraftKings Class A Common Stock equal to that which LF LLC would have received in the Mergers based on the exchange ratio (as defined in the Merger Agreement, the "Exchange Ratio") if it had caused LHGN LLC to redeem all of its LHGN Units in exchange for shares of Class A common stock of the Issuer ("GNOG Class A Common Stock") on a one-for-one basis immediately prior to the Effective Time (the "Contribution Consideration").
(3)  Given that LF LLC (the holder of all of the issued and outstanding shares of Class B common stock of the Issuer ("GNOG Class B Common Stock")) received the Contribution Consideration in connection with the Contribution, which also constituted consideration in respect of its shares of GNOG Class B Common Stock, LF LLC did not receive any merger consideration in connection with the Mergers in respect of its shares of GNOG Class B Common Stock, which were instead cancelled at the Effective Time.
(4)  LF LLC is indirectly owned by Fertitta Entertainment, Inc. ("FEI") and Mr. Fertitta is the owner of FEI. Mr. Fertitta disclaims beneficial ownership in the securities held by LF LLC, except to the extent of his pecuniary interest therein.
(5)  Each Private Placement Warrant was exercisable for one share of GNOG Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. At the effective time of the Mergers, each outstanding Private Placement Warrant was automatically converted into an equivalent private warrant of New DraftKings that allows the holder to purchase a number of shares of New DraftKings Class A Common Stock equal to the number of shares of GNOG Class A Common Stock subject to such Private Placement Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, at an exercise price equal to the per share exercise price of such Private Placement Warrant immediately prior to the Effective Time divided by the Exchange Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERTITTA TILMAN J
C/O GOLDEN NUGGET ONLINE GAMING, INC.
1510 WEST LOOP SOUTH
HOUSTON, TX 77027
X X Chief Executive Officer

Signatures
/s/ Michael Harwell, Attorney-in-Fact 5/9/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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